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In 2002, a money manager is considering how to vote her shares in Hewlett-Packard on the proposal to merge with Compaq. The A case presents information about the strategic and financial motivations of the merger. Included are completed valuations of both HP and Compaq and detailed summaries of the leading advocate (Carly Fiorina) and critic (Walter Hewlett). Students must value the prospective synergies in the deal and critically assess the strategic arguments (pro and con). The B case affords a detailed examination of the terms of the proposed merger. Students must critically assess the specific design of the deal and its impact on shareholders. Of particular interest are EPS dilution, the governance of the new firm, and whether this is, indeed, a merger of equals. The C case describes the outcome of the proxy contest. Here the task for the student is to evaluate the strategies of each side in communicating with shareholders and presenting arguments. The objectives of the case module are to expose students to the mechanics of proxy contests, exercise skills in valuation and strategic analysis, and critically evaluate deal terms. The A and B cases can be taught in sequential classes, or in one class. The C case is typically distributed at the end followed by a brief discussion.